ZimVie (ZIMV) SC 13G/A ZimVie / ZIMMER BIOMET ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ZimVie Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98888T107

(CUSIP Number)

February 1, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98888T107 SCHEDULE 13G Page 2 of 5 Pages

1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)   Zimmer Biomet Holdings, Inc.   13-4151777
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0 (See Note 1)
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON   CO

Note 1: On March 1, 2022, Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”) completed the separation of ZimVie Inc. (the “Company”) through the distribution of 80.3% of the outstanding shares of common stock, par value $0.01 per share of the Company (“Company Common Stock”) to Zimmer Biomet’s stockholders. On September 1, 2022, Zimmer Biomet entered into a forward exchange agreement and pledge agreement (collectively the “Forward Exchange Agreement”) with a third-party financial institution to deliver to them all of its 5,131,946 shares of Company Common Stock at settlement. The Forward Exchange Agreement settled on February 1, 2023, and Zimmer Biomet transferred all of its shares of Company Common Stock to the financial institution counterparty to settle the Forward Exchange Agreement.

CUSIP No. 98888T107 SCHEDULE 13G Page 3 of 5 Pages

Item 1 (a) Name of Issuer:

ZimVie Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

10225 Westmoor Drive

Westminster, CO 80021

Item 2 (a) Name of Person Filing:

Zimmer Biomet Holdings, Inc.

(b) Address of Principal Business Office or, if none, Residence:

345 East Main Street

Warsaw, IN 46580

(c) Citizenship:

Delaware

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

(e) CUSIP Number:

98888T107

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________.

Item 4 Ownership:

(a) Amount Beneficially Owned:

0 shares of Common Stock

CUSIP No. 98888T107 SCHEDULE 13G Page 4 of 5 Pages

(b) Percent of Class:

0%.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

0

(ii) shared power to vote or to direct the vote:

0

(iii) sole power to dispose or to direct the disposition of:

0

(iv) shared power to dispose or to direct the disposition of:

0

Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of securities, check the following  ☒.

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8 Identification and Classification of Members of the Group:

Not Applicable

Item 9 Notice of Dissolution of Group:

Not Applicable

Item 10 Certifications:

Not Applicable

CUSIP No. 98888T107 SCHEDULE 13G Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 19, 2023

ZIMMER BIOMET HOLDINGS, INC.
By:	/s/ Chad F. Phipps
	Chad F. Phipps
	Senior Vice President, General Counsel and Secretary